CosmiColts Volume 3
by ModernDayBard
Summary: Spike lost a lot of rare comics in Tirek's attack, and Twilight wants to replace his favorite for his birthday. What's an alicorn to do when she can't find a copy for her 'number one assistant? (MLP: FiM; Rated K but might not be suitable for some young children.) Complete.
1. Author's Note and Prologue

**Hello, ModernDayBard here! Yes, I'm still working on my YJ fanfic, but I hand-wrote this story a bit ago, and wanted to type it up before something happened to the paper copy. This story will be updated every Friday, and I will admit up front that it is quite a bit shorter than 'If I'm a Hero, Why Don't I Feel Super?' though it was much too long for a one shot. **

**As for the disclaimer, I don't own My Little Pony, though the CosmiColts are products of my own imagination.**

Twilight Sparkle, the Princess of Friendship, tried to be quiet as she arrived back at her new castle after a long day of traveling. She'd heard Spike snoring as she tip-toed past his room, and she had to hope that the little dragon wouldn't wake up before she was finished. Although, the lavender alicorn had to admit, the little dragon was more likely to go to the kitchen than the library if and when he awoke in the middle of the night.

The castle's library wasn't unoccupied though. Owlowicious was perched on a writing table, glancing around at the half-empty shelves sadly. Twilight came up beside her pet and stroked his back gently. "I know, Owlowicious," she said quietly. "I'm traveling all across Equestria whenever I can to replace the books that were destroyed, but some are just plain impossible to find." She fell silent as she surveyed the cavernous room. It was depressing to see a library so empty, and served as a painful reminder of the home she'd lost only a few months before.

"Even with Celestia, Luna, and Cadence helping, there are some books that I just can't find a copy of. Who knew a small town like Ponyville had so many rare books?" Twilight sighed, as she lifted her heavy saddlebags to the table and began to levitate the books out of them, shelving them as she continued to talk to her silent companion. "Speaking of rare and impossible to find—I'm having no luck with our little..._project_." The princess dropped her voice even lower, into a true whisper, on the last word.

Her finds now put away, the alicorn sat at the desk, resting her head on it in weariness and disappointment. "Spike's birthday is in _two weeks_, and I've been to every comic store in every town I've visited, and I can't find a copy of his favorite issue. I _so wanted_ to be able to replace it for him. He lost a lot of rare comics in Tirek's attack, and he's never complained. I thought it would be the best present I'd ever gotten him, since it was a book he _liked_, but I can't find it anywhere!"

"Whoo!" Owlowicious hopped over to where Twilight sat slumped and affectionately pecked at her mane.

"He loved that book so much: _CosmiColts Volume 3. _I remember the first time he read it, and when he got to the end, he was so excited, he ran to the room where I was and started jumping up and down, saying 'Jinx isn't a Humdrum!' over and over again." At the owl's confused glance, Twilight elaborated a bit with a slight chuckle. "The Power Ponies and the CosmiColts are written by the same creative team, so he was afraid that one of the characters was going to turn out like Humdrum. Spike was so excited when Jinx actually started being a useful part of the team. He read that one so many times, he knew it by heart. Heck, he made _me_ read it with him so many times, _I_ probably know it by...heart..." As the alicorn trailed off, she sat upright, a crazy idea beginning to grow in her mind.

_*Could __I__ replace it by re-creating it? Spike really loved that comic...*_ The Princess of Friendship shook her head—she couldn't draw like that, and anyway, didn't those kind of comics take a long time to draw? She only had two weeks. _*But maybe I could still replace it in my own way...*_

Now determined, Twilight took flight for one of the writing nooks on the second floor of the library—a place she knew Spike would never come. There, she pulled out quill, ink, and parchment, and then sat still, eyes closed, picturing how the comic that the little dragon love so well began.

_*I may not be able to draw it, but I can write the story out like a more traditional book. It won't be the same, but it's the best I can do for my Number One Assistant!*_

**So, yeah. This is an MLP fanfic that doesn't actually feature most of the 'mane cast' we know and love so well, but when I came up with the idea, I thought it would be just the sort of thing Twilight would do for Spike, and I had a superhero story I'd written that could be pony-fied pretty easily, so here you have it: just a cute little fic that I wrote just for the fun of writing it. If you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


	2. 1 A Not-So-Normal Day

**Hello, ModernDayBard here! If you couldn't guess, most of this fic will be the actual CosmiColts story that Twilight's adapting, so it will feature more oc's than show characters, but I hope you like it anyway! Of course, I don't own MLP or its associated characters, just my OC's and plot idea.**

_With the story now fixed in her mind, Twilight Sparkle began to levitate the quill, starting slowly at first, but writing faster and faster as she remembered the story more and more, getting caught up in the adventure even as she wrote it out._

* * *

In the darkness of a warehouse in a district of the city long-thought abandoned, a screen flickered to life, then another, and another; until six monitors—powered by the dark unicorn's magic—glowed with flickering images. Each screen was devoted to a young hero, the scenes jumping from fight to fight to ordinary life. The solitary unicorn leaned forward, drinking in the information.

"Hm. My obstacles seem so much more..._manageable_ now..."

"...Snow?" Rock Solid, a brown-furred earth pony and the leader of the CosmiColts, hesitated outside of the closed door, hoping their..._chilly_ comrade was in a good mood. "A-Are you coming?"

His question was answered by a musical tinkling sound, like a thousand tiny icicles hitting the ground. That was actually the most likely scenario—after all; this was _Snowstorm_ he was talking to. After another moment, her door opened slightly, and one sharp silver eye peered out at him. "Do I have to?"

The earth-powered earth-pony almost flinched at her practically emotionless tone, but he had heard the uncertainty underneath it. The team was only a few weeks old, and he knew that several of the others were still on edge around her, but he found himself able to understand her fears at times, and he felt he could let his guard down around her more than some of the others. He let his shoulders slump, and a weary smile broke through his carefully guarded expression. "No, but the others are waiting in the main room. I-I'm just trying to make this team more like a family."

Snow glanced down, then stepped outside, shutting the door behind her so quickly, Rock couldn't see her room at all. The silver-furred pegasus stood half a head shorter than he did, built lithe and lean, like a gymnast, her white cloak matching the white streaks in her dark-gray mane and tail. Her forelock fell straight, but the rest of her wavy mane was pulled back, and she kept her tail short. She adjusted the white cloak, not meeting her leader's gaze as she muttered, "I'll come."

Rock took a moment to reconstruct his guard before the others saw him, trying to appear the 'confident leader' as the two walked side-by-side to the main 'common room' of the CosmiColts' HQ/living quarters. The four other members of the team looked up as they entered.

There was Herbal Remedy, Snow's twin sister, who was nearly identical to the ice-powered mare in build and mane/tail style, though her coat was tan, not silver, her eyes were brown instead of silver, her mane was green-and-dark brown, and her cape was a deep green. She had powers, but was even more reluctant to use them than her sister, so she tended to stick to healing herbs, or amulets, potions and the like if she had to go into the field.

The only CosmiColt that went into the field less was Jinx, the group's other earth-pony. His coat was a darker shade of grey than Snowstorm's, though his windswept mane and tail were a lighter shade of silver very similar to the pegasus' coat. Behind his thick-rimmed glasses, his keen eyes were a light blue. As a non-combat member, he shunned any kind of 'costume', sticking to a black-and-grey striped vest. He didn't exactly have powers, but he was the smartest by far, and in charge of the upkeep and use of all the CosmiColts' magi-tech.

Next to Jinx was Tele-pony, a lavender-furred unicorn with the gifts of telekinesis and telepathy. Her black mane and tail were as wavy as the pegasus twins', but Tel kept hers longer in an elegant style, usually with an indigo flower tucked behind one ear that perfectly matched her eyes and the bracelets she always wore. Her indigo eyes were filled with their usual smugness, but she never quite crossed the line into arrogance.

Off to one side—almost lurking in a corner—was Shade, the other unicorn and Rock's oldest friend. Rock Solid had known the black unicorn before the CosmiColts had formed, and he still hadn't been able to make his friend comfortable around more than one or two other ponies. It didn't help that most ponies saw the tall, lean unicorn, with his midnight black coat, mane, and tail, (not to mention deep pink eyes that were almost red) and were at least a little intimidated, if not out rightly frightened.

_*Even more so when they find out that his powers allow him to control darkness and shadows as a physical entity,*_ Rock mused bitterly. He had to resist the urge to run a hoof nervously through his short, grey mane or adjust his grey vest as his forest-green eyes swept over the motley menagerie that was staring at him expectantly. He glanced from face to face, then mustered a smile. "So," he began, "game night."

For a first attempt at game night, things seemed to go relatively smoothly, the few quarrels being mostly tongue-in-cheek, or due to the ultra-competitive mindset of some of the players. Of course, it hadn't been _perfect_—the team still seemed a bit on edge around the two quieter members, Snow herself never seemed completely comfortable, and while Shade tried to pretend he was having fun, Rock knew his friend well enough to see that his mind hadn't been completely taken off of his worries.

_*Still,*_ The earth pony mused, _*it's a start. And anyway, we've been so busy lately—we needed a reminder that we're still young. We needed this break.*_

As the alarm siren wailed, four figures burst out of the bank, ready to make their getaway, only to find themselves confronted by the four 'field members' of the CosmiColts. The four robbers skidded to a halt, and the orange earth pony in the lead focused on the earth-powered hero in front of her. "Rock Solid," she spat with utter loathing.

"The Elementals," came the response. "You just can't help yourselves, can you? Take them down!"

The two groups of ponies surged towards each other. Rock sidestepped the Elemental's leader, Forest Fire, as fire was his weakness, but he stopped in front of Rock Slide and the two earth-wielders squared off. Snowstorm faced off against Tidal Wave. Snowstorm froze the blue-furred pegasus' attacks as they came before finally trapping the other mare in ice. Tele-pony felt nervous as she took on Windstorm—as a telepath with telekinesis, she was weak to elemental attacks—but the other unicorn went down quickly. That left Shade to take on Forest Fire, and the two went at it: Shade solidifying the shadows around her fires, extinguishing them. Then he switched to offensive tactics, charging her, but the thief stood ready, lobbing a fireball his way. The black-furred unicorn managed to dodge it, but as he blinked the smoke from his eyes, the orange-furred earth pony had taken off, running.

Tele-pony started to pursue, but Shade saw the fear behind her determination and spoke up. "Do't bother—I'll get her. You guys wrap up; I'll meet you back at base."

As his friends subdued the other three thieves, Shade stepped back, melting into the shadows.

He re-materialized right in front of his target, and wasted no more time, using the shadows to bind her tight. Shade heard the wail of the police sirens approaching their location, so he felt comfortable leaving the mare trussed up and shadow-traveling directly to the CosmiColts' base. He stepped back into the dark alley, starting to picture where exactly in their HQ he wanted to arrive—he had to concentrate, as long distances were hard.

"Well done—you resisted the urge to smother her...this time. Finally getting a handle on the inner villain, are we?"

The dark unicorn spun around but the disembodied voice was just that—disembodied. There was no one he could see, and he could feel the shadows pressing all the way to the walls, concealing no lurking figures. Shade wanted to ask 'who's there?' or better yet, demand 'show yourself!' but the fact that the voice had verbalized some self-doubts that Shade had held but never admitted led him to instead ask: "Wh-What are you talking about?" with much less defiance than he'd have liked.

"Come now, _Utter Darkness_: The powers of darkness, ink scrying, and the control of pain of pain you've told no one about—you're a born villain trying to play the hero. And you know as well as I do that it's an imperfect charade."

Fear and anger boiled together in his gut. Whoever was speaking knew him better than his family, than the CosmiColts, and knew things even his two closest friends—Rock Solid and Snowstorm—were not privy to. "How do you know my real name? My powers?" Shade tried to manipulate the darkness near him so that he could attack at the first sign of a target, but as his panic grew, his power slipped from his grasp and control.

There was an impact behind him as someone jumped down forma ledge above the shadows. The young colt cursed himself for not looking up, but before he could confront his attacker, a strong foreleg clamped across his throat, cutting off his breath and shouts. The previously disembodied voice hissed in his ear: "Your fears—your very _self_—is your weakness, you can_not_ hide your weaknesses from me."

Shade felt himself blacking out from lack of oxygen, is struggles getting weaker and less effective, The last thing he heard before losing consciousness was the voice gloating with a hint of a laugh, "Isn't ventriloquism a useful skill?"

Hours later, Rock Solid was frantically pacing the common room, confronting Herbal Remedy's worried face at one turn, and Jinx's desperate typing at the other. "Well?" He demanded at last.

"His locator's been scrambled!" The genius behind their magi-tech blurted out. "It's broadcasting from five different locations _simultaneously_. I highly doubt any of them are accurate, but I'm trying to triangulate a likely location. But really, it's just an educated guess—Shade could be _anywhere_."

Tele-pony laid a hoof on Jinx's tense shoulders. "How many potential locations do you have?"

"As many as you want, but some are far less likely than others."

"Well, let's take the top three—" Tele-pony glanced at Herbal Remedy's determined face and amended her count. "Er—_four_ most likely, split up, and search them. If nothing turns up, we'll rendezvous and get a new set of targets. If someone finds him, contact the others. It may not be quick, but if we're thorough it should work."

Somehow, her little pep-talk wasn't all that encouraging, but since her plan was the only one they had, they put it to work.

Snowstorm paused on the roof of a warehouse overlooking the docks, the third location she'd been given to search. Like the other two before, there appeared to be no sign of Shade. The silver-furred pegasus scanned the area, noting several buildings and structures that could conceal their missing comrade, wondering in the back of her mind if the dark unicorn was hiding or being hidden.

Snow mentally ranked the possible locations for the missing CosmiColt and pinpointed the ones to search first. Before she even spread her wings to descend to the dock area proper, someone called out to her: "Ice Queen!"

The young mare stiffened at the sound of the hated, long-buried nickname, and as her oldest fear rose up in her, a circle of frost spread out form her hooves across the warehouse roof. She noticed after a heartbeat and tried to calm herself, muttering, "Keep it together, Snow. That's over and behind you now..."

"Is it?" The voice hissed again, almost in her ear. The ice-wielder spun round, but all she saw was the faintest flicker of movement in the now-empty shadows.

"Shade, if that's you—"

Her threat was cut off as she found herself seized by magic—no, not magic...darkness: shadows!—pinning her wings to her side. Her attacker materialized from the shadows in much the same way that Shade usually did, but it wasn't their missing comrade. There were some similarities, as the figure before her was also a black-coated unicorn, but he was older. His build was stronger and he stood taller, his scraggly red mane that matched his tail and cape not quite obscuring his penetrating, storm-grey eyes. His satisfied smile at her predicament screamed 'villain'; an observation further confirmed as he kept speaking.

"It's 'over and behind you,' is it? I wonder if your team—your precious 'CosmiColts'—would say the same, _if_ you ever let them see inside your 'ice palace'—see what happens when you just 'let it go'. You present such a façade of being in control, and you keep your distance so that emotion doesn't overwhelm you, but that's not enough, is it?" The strange unicorn's smile grew even more chilling, more predatory as Snow struggled in his shadowy grasp. "Your fear and guilt are your weaknesses, and how loudly they scream at me! I can see it so clearly: You shut them out, slam the door and weather the storm because you _aren't in control!_"

"_**STOP IT!"**_ the hoarse cry tore itself from Snow in a pitch and intensity that she hadn't reached since learning to control her powers. She felt all her old panic returning, clawing at her throat, loosening her death-grip on the storm within.

The temperature at the docks dropped and the wind began to howl, but her assailant only laughed. With a sudden motion, he slammed her sideways, against a wall; the jarring impact making Snowstorm lose consciousness.

Tele-pony was the first to make it to the third rendezvous point. She stood, expecting Snow to join her soon, followed after a longer while by Rock Solid and Herbal Remedy. _*Not that Snow and I __aren't__ searching thoroughly, but...well, those two were—__are__—the closest to Shade.*_

After a lengthy delay though, it was a weary Rock who approached. Her saw her, then looked around. "Where are the others?"

"I'm right here," came Remedy's exhausted voice.

Tel shrugged. "And I haven't seen Snow since we last split up."

Rock frowned, his already-evident worry deepening, but whatever he was going to say was cut off as Jinx contacted them. "Guys...is Snow with you? Her locator just went crazy—seven different locations simultaneously."

"No," the brown earth pony muttered, and just for a moment the others could see his worry, his fear. His guard was swiftly reconstructed, and their leader returned. "It's clear now: we are under direct attack.

Herbal Remedy and Tele-pony stiffened, but they couldn't ignore the obvious signs. The telepath spoke up first. "We should get back to the base."

The tan pegasus whirled on her friend, green eyes flashing. "What are you talking about? Shade and _my sister_ are in trouble—we _have_ to help them!"

"We _can't_ help them if we're taken down, too! The base is an easy position to defend. Besides..." The lavender unicorn didn't want to say it, but her rational mind demanded she finish the thought. "...we can't be sure that—that they're even alive..." her voice trailed off and she couldn't meet her teammate's eyes.

Herbal Remedy gasped in disbelief, at first unable to form a coherent retort. Several moments later, she turned her back on her friend, muttering, "Some teammate _you_ are, Tel."

Rock looked from one mare to the other, feeling the weight of responsibility pulling him down. As the leader of the CosmiColts, it fell to him to ensure the safety of his friends by preventing their unknown assailant from attacking his three remaining comrades, but as a friend to both Shade and Snowstorm, not to mention as their leader, it was arguably his job to find and rescue them. He sighed, knowing there was only one choice he could make.

"Fall back to base."

Remedy whirled, a look of betrayal on her face, but Rock held up a hoof to cut her off. "_You_ two fall back to base and begin defensive preparations. _I'll _continue to look for them and radio you guys when I've found them."

The tension between the two mares hadn't been dissipated, but the firmness in his voice at least shoved the argument and spurred them into action—for the moment. As the pegasus and the unicorn prepared to leave, Herbal Remedy hesitated, looking back. "Be careful, Rock. We don't know what we're up against." With that, she turned to follow Tele-pony, leaving their leader to listen to the lists of possible search locations Jinx was giving him.

* * *

_Twilight sat back as Owlowicious pecked at her hoof. When she realized how late—or early—it was, she carefully stacked the now-drying parchment in the drawer of the writing desk before standing up and casting a light spell. The owl hopped onto the alicorn's shoulder, and together the two made their way out of the library. Owlowicious flew off after a bit, but Twilight kept dragging herself to her bedroom, knowing that this was only the first in a series of late nights._

**So, yeah. Now we've met the CosmiColts and they're already in trouble—that doesn't make me cruel, does it? Well, anyway: if you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


	3. 2 From Bad to Worse

**Hello, ModernDayBard here! Just a reminder: most of this fic will be the actual CosmiColts story that Twilight's adapting, so it will feature more oc's than show characters, but I hope you like it anyway! Of course, I don't own MLP or its associated characters, just my OC's and plot idea.**

_Two days after she first got the idea to adapt Spike's favorite comic book, Twilight Sparkle returned to her project, knowing time was of the essence. _*But I can't have too many late nights, or Spike might start wondering what I'm up too. Every other night should be a good pattern. Now, let's get started!*

_With that, the lavender-furred alicorn levitated the pages from where she stored them, then dipped a quill in her ink. She scanned the page to find where she was, and then concentrated to recall what happened next. As soon as she remembered, she began to write, words coming fast and hard once more._

* * *

Rock Solid sighed as he paused, weary and hoofsore. The earth pony knew his search was a desperate venture, unlikely to yield results, but he couldn't bring himself to give up on his best friend or his..._*Potential girlfriend?*_ Rock shook his head to clear the thought. He couldn't deny his own feelings, but for the moment, he couldn't allow them to jeopardize the search.

This scenario was all his worst nightmares come true—as a leader, he was failing his team, allowing them to be picked off one-by-one, leaving the three least experienced and youngest members to organize the base's defenses on their own; as a friend, he was failing those closest to him by failing to find them, and by allowing tension to drive a wedge between Herbal Remedy an Tele-pony. He wanted to scream, to shout—to let down his guard and express the frustration pent up inside. But the thought of Jinx on the other end of his radio (and likely Tel and Remedy hovering nearby, waiting for news of their missing comrades) wouldn't allow it. As much as he hated it, he had to stay 'the leader'.

He squared his shoulders, determined to push on, when the seemingly abandoned warehouse behind him exploded, showering the area with flaming debris. The young stallion was struck in the back and fell to his knees. As he tried to stand up, he began to choke on smoke and looked around to see that he was completely surrounded by flames.

_*This __can't__ be a coincidence!*_ Rock realized with a clench of fear. His fighting prowess and earth powers allowed him to counter most attacks—

_*Except for fire-based ones._*

It was his one weakness, and he looked around desperately for an avenue of escape, realizing that he'd just walked into an ambush that rendered his powers useless.

The blazing ring tightened, and the leader of the CosmiColts knew beyond a shadow of the doubt that it was being controlled by an intelligent entity when they suddenly flared much too high for him to vault over, especially from a standing start. It was clear he had only a few seconds, which he used to radio base. "Be on guard! Whoever is after us knows—"

His warning was cut off as a fireball struck him in the chest, knocking him to the ground once more. As Rock began to lose consciousness, he became aware of another pony standing over him—heard a male voice gloating in an almost _disappointed_ tone.

"I suppose it's easier to take out those with a physical weakness, but it's nowhere near as _satisfying_. At least that fool Forest Fire's powers came in handy."

Then the speaker landed a ferocious kick to the fallen earth pony's already-burned chest, and Rock Solid lost his tenuous grip on the present.

"Knows _what_?" Jinx demanded of the static that was now the only sound issuing from Rock's magi-tech radio.

"Um...J?" Tele-pony seemed uncharacteristically hesitant as she stared at the readout on another screen. The grey earth pony ran over to her, face falling as he saw that now their leader's locator was as hopelessly scrambled as those of their two missing comrades.

"No...No! Nonononono!" The young colt began to pace frantically, feeling panic and desperation setting in.

Tel took a half-step towards him, wanting to calm the young techie down, but she stopped when she felt Herbal Remedy's glare raising the short hairs at the base of her mane. The lavender-furred unicorn whirled on the pegasus, her own expression hardening. "What?" she demanded with a bit more force than she'd originally intended.

Remedy's icy glared rivaled the one her sister was famous for. "We shouldn't have left him alone."

"Oh, and we were doing _so_ well at preventing attacks before!" The telepath felt wounded that her best friend would even imply that this was somehow _her_ fault.

"I wasn't saying to keep doing the same thing!" the tan pegasus interjected. "I was _saying_ we should stay _together_ as we searched. _You_ were the one who first suggested splitting up!"

"Only when we didn't know that Shade _wasn't_ the only target!"

Both mares' tempers were raging, and the argument showed no sign of abating. However, the fighting had served to jar Jinx from his frantic state, and he bravely placed himself between the mares. He'd sense the energy building around both of them, and could only hope he'd be able to prevent what he knew was coming next.

Thankfully, as soon as the half-formed constructs physically brushed against the grey earth-pony they both dissipated, and a sensation almost like a static shock ran though the three remaining CosmiColts. As the mares halted, Jinx spoke up. "Stop it—both of you! This isn't helping our teammates and it's _certainly_ not helping us decide what to do next!"

The slight, young colt rarely raised his voice or spoke in such a tone, so silence fell after he spoke his piece, punctuated after a long moment by Herbal Remedy speaking in a small voice.

"What _do_ we do next?"

There was no answer forthcoming, no quick and obvious solution that would put an end to their nightmare. Tele-pony felt it was her duty to step up, to strategize, but the memory of Remedy's accusing words had stung her pride, and she stormed outside, muttering: "I'll be on the roof if you need me."

The telepath stood alone, staring at the city skyline, savoring the last few moments she could pout in solitary peace. In a few moments, she knew, Jinx would work up his courage enough to follow her out, and he's point out what her conscience was already trying to get her to accept: that the quarrel was petty in light of the current problem, that the most hurtful words had been spoken out of fear rather than genuine intent to wound, that they needed to stick together to combat this unknown threat, and that it was up to her to put the fight to rest and step up as the strategist.

"But I don't _want_ to!" she blurted out, knowing how immature that sentiment sounded even as the words left her mouth.

"Isn't that a shame?" Tele-pony hadn't been expecting a reply, and the one she got _certainly_ wasn't from Jinx.

The unicorn realized her mistake as she whirled around to face the speaker. _*All the attacks came against somepony who'd gone off on their _own_!*_

A blast of fire knocked her off of her hooves, and as she got up, the flower in her mane smoldering, she was hit with an icy blast to the face. Panic began to overwhelm her as the snowstorm became a sandstorm, then a whirling mass of shadows. The elemental attacks kept coming, kept changing, never giving the telepath a chance to think, let alone react. She hated feeling this helpless—she tried to warn the others psychically, but the ever-changing storm around her refused to be penetrated. Just when she thought she couldn't take it anymore, something solid struck her on the back of her head, and Minerva fell forward into enveloping blackness.

Jinx stood in front of the door Tele-pony had left by, mentally preparing himself to go out and talk to her. He glanced over his shoulder at Herbal Remedy, whose back was to him, noting the juxtaposition of her defiant stance and terrified expression. The techie sighed. _*One storm of female emotion at a time—I was _never_ good at this.*_

As he turned back, his eye fell on one magi-tech monitor, and his heart plummeted. He fumbled with the door, wrenching it open, but though the roof looked like an abandoned battlefield, there was no sign of Tele-pony.

"_**TEL!**_"

As the hoarse cry tore itself from the slight colt's throat, a figure loomed into view, filling the still-open doorway. Jinx just had time to take in a shaggy red mane, a strong build, and a hoof pulled back to strike when he heard the mare behind him shout: "J! Duck!"

He shut his eyes instinctively, but the burst of light from one of Remedy's flash-stones still seared the back of his eyelids. He felt the herbalist grab the back of his vest, and the two of them fled into the depths of their base.

Herbal Remedy slammed the door to the infirmary shut, leaning against it to hold it closed, facing Jinx, who was crouched down, gasping for breath after their mad dash through hallways and down stairs. When the techie looked up, the herbalist could see her own fear reflected behind his glasses. She strained her ears, but she couldn't hear their pursuer.

"N-Now what?" Jinx gasped out, somewhere between a whisper and a strangled shout.

Remedy held his gaze, swallowing hard. "I have no idea, J. I-I'm not a fighter—I hardly _ever_ go into the field!"

"'Hardly ever' is a lot more than 'never'!" the silver-maned pony burst out. "Besides, you _have_ powers that _could_ help us if you weren't too scared to use them!"

Remedy shook her head violently. "Powers that I can't tap into without losing control are not going to do us much good!" Her voice lost even more of its confidence as she all but whimpered, "That's why I use talismans, amulets, potions and the like—it limits the amount of energy I channel and it helps me manipulate it into a definite form, If I try to directly manipulate it, I-I start to feel like I'm drowning, losing control—losing sight of who I am!" She felt frightened tears stinging the corners of her bright-green eyes.

Jinx stared at her, feeling guilty for snapping at her. The tan pegasus mare was the only teammate he had left, had lost as much as he had, and had the added burden of him foisting the weight of leadership onto her shoulders. He began to cross to her, intending to apologize, when he saw her stiffen, her back still pressed against the infirmary door. "What's wrong, Rem?"

"Secret passage behind the ingredient cabinet. The switch is underneath the bottom drawer. It lets out in the training room. _**RUN****!**_"

At her sudden, final shout, J stumbled backwards, noticing at last the tendrils of shadow trying to wrap around the mare facing him, the dark portal starting to form behind her. He'd seen Shade train at pulling things though solid walls before, so knew what was happening.

Remedy saw him try to rally and come to her aid, but knew there was nothing he could do. "Just go!" she screamed, and was rewarded by the sight of the grey colt scrambling down the newly revealed tunnel. Confident he was out of the danger zone, she did something she told herself never to do unless she had no other choice. Closing her eyes, she turned her attention inwards, focusing on the seething energy she could supposedly control.

The young pegasus felt he familiar surge of power and the equally familiar panic as the foundations of reality seemed to melt away in the massive rush of light and energy. _*You can do this—you have to buy Jinx some time!*_

Will to protect, desperate emotion, and rushing power swirled together in her core, then pushed outwards, both in a pulsating energy wave and in the herbalist's scream. The shadows attacking her were momentarily pushed away and Remedy gained a moment's respite. She sagged forward, falling to her knees just as somepony crashed on top of her. The tan mare scrambled out from under the brutish figure of the unicorn stallion who had hounded the two of them so far.

Frantically, she scrambled towards the still-gaping secret tunnel, a desperately flailing hoof tripping the 'shut' switch just as her attacker's magic grabbed her from behind, slamming her into the wall beside the cabinet. Cold, grey eyes bored into her frightened green eyes, and the dark, towering figure hissed, "Bought time for your little friend to get way, eh? Let's see how good that telepath's powers are at getting answers. How do I open that tunnel? Where is that coward going to turn up?"

Herbal Remedy shut her eyes and clenched her jaw, determined not to betray Jinx, when a nearly unbearable pain exploded behind her eyes as a white-hot lance seared her mind, penetrating the still-incomplete barriers around her most recent memories, seizing the scene of Jinx's flight.

_*"Secret passage behind the ingredient cabinet. The switch is underneath the bottom drawer. It lets out in the training room. __**RUN**__!"*_

The pain lessened slightly, and Remedy leaned forward, gasping for air. That..._experience_ was nothing like the gentle sensation when Tele-pony would contact them psychically or initiate a mental link for the CosmiColts.

"Training room, huh?" the black-furred unicorn mused triumphantly. "Thanks for picturing exactly where it was when you told him to run—it saved so much time. This really has been an enjoyable conversation, but I really must be going."

The pain returned, growing and spreading, then with an awful wrench, everything turned black.

Jinx stumbled out of the tunnel, which closed behind him, into the training room. He stood for a few precious seconds, tempted to snatch up a weapon to defend himself. However, he knew from several training sessions that none of the weapons suited him—Rock Solid had concluded that J's best weapon was his mind.

Despair suddenly clobbered the technician like a war-hammer, and he sagged against the wall. "What can I do? I'm not a fighter._ I don't know what to do_!"

For a moment, he thought of stopping—no more running, no more fighting—an in that second, there was a weary kind of peace. But peace was shattered by guilt. He was the last one left; the others were counting on him—giving up wouldn't just doom him, it would put all of his friends in danger as well.

New determination surged into the grey earth pony, and Jinx scrambled back to his feet, glancing around, talking to himself. "Okay. You need a plan, J. And to make a plan, you just need to buy yourself some time."

"You need time? I'm afraid that's something you've just run out of, little pony."

Jinx jumped at the harsh voice coming from the door to the training room. He dove instinctively behind the weight rack, narrowly missing a dagger-sharp ice shard. Anger flared, and the young colt called back: "Seriously? Clichéd much!" He then had to scramble for a new hiding place as his attacker located his voice.

The magi-tech expert wasn't quite fast enough, however, and a strong magical grasp seized him from behind, stopping him. Jinx struggled, but he wasn't strong enough to pull free. The unknown assailant held him firm while speaking. "Poor little _Grey Matter_, all alone." Jinx flinched at his real name, but the unicorn continued on, unabated. "Wondering why he was left for last without his friends to protect him. His only power is an immunity he can't control. No physical strengths, no intelligent trick to get him out; no construct of power can hurt him, but no internal power can save him."

The words crashed into him like hammer blows on an anvil, voicing some of his darkest self-doubts, his greatest anger at what he perceived to be his own general uselessness. Oh the others—especially Rock Solid and Tele-pony—talked about how he was a valuable team member: developing and maintaining most of their magi-tech, running it, keeping their records, researching and recognizing the patterns of the criminals they squared off against, and, of course, coordinating missions. Nevertheless, when the others went 'into the field'—especially when Herbal Remedy went, too, leaving him the only one at base—he wished he could contribute something, could be out there, shoulder-to-shoulder with his friends and teammates.

Suddenly, something like a shudder or a shock ran through Jinx, and his self-loathing lessened slightly. The sensation could only mean one thing: his power, the 'jinx' he'd named himself for, had activated. _*But that must mean...his words are his power?*_ Suddenly, the world seemed to slow around him, and the dark unicorn's words became blurred and indistinct as Jinx's mind kicked into high gear, trying to determine their mysterious foes' strengths—his strategy.

_*He knows what to say to voice our fears? To hurt us? To strike at our weak points?*_ The answer suddenly occurred to him in a moment. _*He knows our weaknesses! _That's_ how he took out the others!*_

But how did this information help him help them? Even the technician's prodigious mind couldn't answer that question before a driving pain behind his eyes—a crude psychic attack designed to do its job before his jinx activated—rendered him unconscious.

* * *

_Once again, Owlowicious pecked at Twilight's hoof to get her to stop when he felt she'd stayed up late enough. Like the time before, the alicorn dried the ink and hid the parchment before tip-toeing out of the library and heading for bed._

*Spike's going to love this...I hope.*

**So, yeah. I certainly did not lie in the chapter title. Well, anyway: if you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


	4. 3 Can't Keep a Good Pony Down

**Hello, ModernDayBard here! Just a reminder: most of this fic will be the actual CosmiColts story that Twilight's adapting, so it will feature more oc's than show characters, but I hope you like it anyway! Of course, I don't own MLP or its associated characters; just my OC's and plot idea.**

_Once again, Twilight Sparkle, the Princess of Friendship sneaked into the library of her new castle with just her pet owl for company. Spike's birthday was exactly a week away, and she was only half-done transcribing his favorite comic book. Knowing time was short, the lavender-furred alicorn levitated the pages from where she stored them, then dipped a quill in her ink. She scanned the page to find where she was, and then concentrated to recall what happened next. As she was drawn into the world of the story, she began to write, words coming fast and hard once more._

* * *

The first sensation to return was touch—the first ting Jinx could tell was that he was lying on his right side, cheek pressed to cool, damp cement. The grey-furred colt kept his sky-blue eyes closed, focusing on what his nose and ears could tell him. The air around him was heavy and musty—underground, maybe?—and lightly tinged with salt, though he noted he couldn't hear the sea. However, he _could_ hear the creak and groan of metal moving and settling, and, based on the harshness of the sound, it was metal that hadn't been tended to in a while.

_*Abandoned factory or warehouse in the dock area, maybe?*_

Then the young earth pony heard a sound that made him sit upright, then scrambled to his hooves, a chill running down his spine—off in the distance, he could barely make out the frightened and pain-filled voices of his friends.

Jinx's eyes flew open, though for a moment, it was as though they hadn't. When he finally adjusted to the gloom, he took in the small cell he was in—bare walls and floor with a single large door. He rattled it hopefully, but it seemed that their captor did not underestimate him _that_ much—it was, in fact, locked. Desperation and fear welled up in his chest, and he kicked the door in frustration. It didn't simply fly open as he'd dared to half-hope, but he _did_ feel something give way.

Emotions now back in check, and his analytical mind regaining control, Jinx started to press on the door, trying to determine what it was he had felt. After a few moments, he could tell that the lock was loose in the cement where it was attached to the wall. Now with a plan in mind, he put his shoulder to the door and shoved as hard as he could with what little traction he had. The door gave a little, then a little more, then he threw his whole weight against it, and the crumbling cement could take no more. The door flung open, sending Jinx stumbling out into the corridor.

The young technician pulled up short, gathering himself. He took in is surroundings: a claustrophobic, musty, tunnel-like hallway that stretched both ways, though the tunnel to the right took a sharp turn just a little further down. Jinx concentrated, straining his senses to search for a clue as to the location of his friends. The turn to the right lit up with a fiery glow, and he heard Tele-pony cry out with pain and fear.

Almost before rational thought could process what the sound and sight meant, the grey earth pony took off running in the direction they'd come from. He skidded to a halt in front of a cell vastly different from the one he'd woken up in.

Its form didn't seem solid or constant, nor did its composition. As Jinx watched, the flames that formed the walls, bars and door darkened, shifting into solid shadows, then seething sand, impenetrable ice, and back again. The grey colt could still hear Tele-pony, though it was hard to see her. She sounded more frightened than he'd ever heard her; given her weakness to elemental attacks and the fact that a cell like this likely blocked all her psychic abilities, Jinx figured that Tel had been severely shaken from her normal confidence.

In spite of the dire circumstances, Jinx had to smile to himself: he liked it when the solutions were obvious, given previous clues—it made him feel like he was beating the villains with his wit. Waiting for the flames to become darkness again, the techie thrust out a forehoof, just touching the ever-changing bars. The shock of his—well, his jinx—ran up his spine and the whole cell dissipated, just as he had expected it to. He trotted up to Tele-pony, who was lying on the ground, front hooves covering her head.

Jinx knelt next to the lavender-furred unicorn, tentatively putting a hoof over her shoulder, suddenly a _lot_ less sure of himself and the proper course of action. The telepath started at his touch, looking up to meet his concerned gaze, then quickly dropping her indigo eyes. Realizing what she was doing—what she needed to do—J said nothing, holding her silently while she reconstructed her confident mask. At last, she started to stand, and he helped her to her hooves. Even without Tel using her psychic abilities, a silent agreement was reached that Jinx was not to tell the others about her breakdown—to forget it, if he could.

"the others?" she asked at last, still sounding hoarse and more than a little shaken.

J shook his head. "I thought I might have heard them earlier, but you were the first I could find."

"What are we up against?"

"As near as I can tell, someone who either knows or can detect our weaknesses..." The techie's voice trailed off as he remembered the now-dissipated cell. _*Fire... Shadows... Earth... Ice... Fire... Shadows... Earth... Ice...Shadows—Shade... Earth—Rock Solid... Ice—Snowstorm... Fire—Forest Fire? And then there's the psychic attack he used against me...*_

"J, what is it?" Tele-pony asked, as it was obvious from his stance that the grey colt had thought of something huge.

J shook his head slowly as the implications continued to sink in. "H-He doesn't just know our weaknesses—I _think_ he can learn, imitate, acquire, or duplicate our powers and abilities!" The two held each other's gaze for a moment, and J saw his own train of thought reflected in the telepath's indigo eyes.

"So, the more of us he took out—" She began.

"—the more tools he had to fight the rest of us with!" the earth pony finished. "If he still has our powers—plus Forest Fire's and who _knows_ who else's—he'll be tough to fight!"

The unicorn stood up straighter, face set. "And _that's_ why we need the others." She closed her eyes, concentrating, then opened them almost immediately with a frightened expression. "Snow's nearby—but she's panicking! I've never felt this much emotion from anypony before; it's like every feeling she's ever suppressed has been released at the same time. Her mind's completely clouded—she's beyond reason."

J didn't even hesitate. "Which way?" When Tele-pony pointed, he set off immediately.

The telepath trotted to keep up, giving Jinx occasional directions when they came to forks or turns, but soon there was no need of her psychic directions—all they had to do was make straight for the howling ice storm. Tel had long ago determined that Snowstorm's powers were linked to her emotions, so with them out of control, her powers were no longer held back...by anything.

J saw the young mare hesitate on the edge of the melee, and gestured for her to wait. She put out a hoof to stop him, and he tried to put her mind at ease. "Hey, I'll be alright. Just trust the jinx."

Tele-pony frowned. "But those ice shards are dagger-sharp. Could—Can your jinx _really_ stop one from impaling you?"

"...Y-Yeah! ...I think so." Neither his words, nor his hesitation that came before reassured her, but he pulled away and forged ahead before she could stop him again.

When the first ice-blade sliced his cheek, the grey colt began to seriously doubt his plan. He threw up a forehoof over his face, knowing it wouldn't help him much if one of the icicles became embedded in his heart. All at once, the stinging impacts halted, and Jinx raised his head to see the wind parting just in front of him, blowing ice and snow to either side. He gaped for just a moment—for obvious reasons, none of the CosmiColts had dared to test the limits of his jinx, so its power kept surprising him. Heartened, the techie forged on.

Soon enough, he came to the source of the chaos—Snowstorm was hovering a few inches off the ground, without moving her wings. The silver-furred pegasus was buoyed up by the howling winds, eyes as blank as the ice crystals swirling around her. Now, the ice-elementalist seemed to always have a dead-pan expression, but this was different: otherworldly, lacking warmth, but not danger. Jinx had been nervous around his teammate before, but now he was genuinely scared. "Snowstorm!" J called, but the mare didn't respond. "SNOW!" Jinx shouted, louder. He reached out a hoof, intending to shake her by the shoulder, but the instant he made contact, his jinx went into overdrive.

In a single shock, Jinx absorbed the swirling energy of the storm, and it proved too much for the jinx to simply neutralize. Instead, it released it outward, expelling the excess power. The ensuing shock-wave knocked the young technician off his hooves and caused spots to dance before his eyes.

When he could see clearly again, Snowstorm stood, hooves on the floor, her face still blank, but it was her usual, dispassionate expression, not the frighteningly blank creature that'd been standing in the center of the ice storm.

Blue eyes met silver ones, and J tried for a lopsided grin. "I'm guessing that's why you don't show much emotion."

Snow's reply was cut off by Tele-pony as the lavender unicorn trotted up. "Rock's just up ahead; I can sense him."

Snow stiffened, but her tone remained level. "Does anyone else smell smoke?"

The pegasus narrowed her eyes at the excited gleam in J's expression. "Of _course_! Fire—Geb's weakness! Lead the way girls!"

Tel shot her friend a sharp look, then explained to the pegasus mare what the two had deduced as the trio raced toward their captured leader. Snowstorm caught her breath at the sight they encountered: Rock Solid was covered in burns and soot, seemingly unconscious, surrounded by a cell of dancing, seething flames. Snow saw J start forward, but the silver-furred pegasus intervened before the techie could.

A blast of cold, snow, and ice completely encased the flames, smothering them. As soon as the smoke cleared, Snow galloped over to Rock Solid, trying to soothe his burns with cooling snow, trying out of habit to keep her fear and concern in check. Their leader groaned and began to stir, and the young mare gingerly helped him stand while Tele-pony and Jinx filled him in on the villain and their theories regarding his frightening abilities.

"The others?" The brown-furred earth pony asked, sounding hoarse, and Snow could tell that he was still in a lot of pain, but she couldn't risk any more ice without causing severe frostbite.

"We're tracking them now," Jinx replied, just as Tele-pony reported, "Herbal Remedy's close by!" As the others watched, the lavender unicorn's face fell as the awful truth came to light. "He used a brunt psychic attack! It caused a lot of damage; I-I don't know if I can completely heal her. S-She might see another psychic presence as another attack."

Worry for her sister cut Snow to the heart, but she maintained her usual cold deadpan, having no desire to lose control two times in as many days. "Will she recover on her own?"

Tele-pony knew the honest answer. "No."

"And is there any other way to heal her?"

"No."

Snow nodded once, and Tel actually found something comforting in the pegasus's blunt, mater-of-fact manner. "Then it sounds like we have no choice," the snow-elementalist decided. "We'll have to risk it."

The telepath nodded, closing her eyes and doing her best to breathe deeply and evenly. When she felt calm, she began to walk in measured strides toward the jumbled the consciousness of her best friend. As she walked, trusting J to guide her and Snow helped Rock, the CosmiColts' psychic began to try to undo the damage wreaked by the mysterious attacker—_*Mysterious attacker wielding __my__ powers.*_—smoothing jagged edges, bringing together what had become disconnected, untangling what was now interwoven, and soothing what pain she could sense.

When she knew that she'd done all she could, Tele-pony opened her indigo eyes. Just in front of the disheveled group of ponies was a normal cell door. Heart hammering, Tel used her telekinesis to unlock the cell and pry it open. She was almost too sacred to look, but she forced herself to, anyway.

The unicorn almost sobbed with relief—Herbal Remedy was sitting up, looking around with an alert, calculating expression as she took in her surroundings, then noticed four of her friends stumbling toward her. It was Remedy, whole and (mostly) healed, a little shaken, but quickly pulling herself back together.

The two young mares were now face-to-face, and neither seemed to know what to say, given the final, bitter words between them. "I'm sorry," Tele-pony choked out at last.

The tan-coated pegasus only smiled. "Me, too, Tel."

To save time, the unicorn explained the situation telepathically, and found that her friend had gathered much of the story from her own, somewhat-extended encounter with the as-of-yet nameless villain. The group finally paused, shooting worried glances at their injured leader as he paused yet again.

Rock Solid winced, then felt the silver-furred pegasus mare try to put more snow on his burns. He gave her a grateful smile, whispering, "Thank you," as he tried to force himself to keep going. He was supposed to be the leader, and here he was, the one holding everypony back, letting them down with his best friend still out there, possibly hurt.

_*If he __is__, he won't be the only one,* _Rock admitted to himself, feeling his own burns and noting the bruising around Snow's and Tel's temples. They others were pushing themselves onward, but they were all running on fumes at this point.

"Got him!" Tel called, and they were all alert once more, quickly following the telepath as she navigated hallways, dodging the exposed pipes and vents. Rock brought up the rear, he and Snow keeping an eye out for ambushes. It bothered the earth-elementalist that their captor apparently hadn't bothered to ensure that they _stayed_ captured.

_*As troubling as it is, we should concentrate on finding Shade first, __then__ worry about the mysterious bad guy's strategy...or lack thereof.*_

The door that loomed at last in front of them was not a cell door; it looked more like the door to a vault: formidable, impenetrable, and soundproof. Rock Solid glanced at Tele-pony confirmation and saw that the unicorn had gone pale. He was about to express concern about her health when she spoke.

"H-He's not alone in there. I can't tell who the other person is—possibly Forest Fire—b-but they're—they're _torturing_ him!"

Protective rage surged through the leader of the CosmiColts, and before anypony else could react to the news, he crushed the opening mechanism with a boulder. The door swung open to reveal their missing comrade slumped against the wall as though he'd been thrown there, covered in bruises, cuts, and burns, with his hooves tied roughly together.

The thief he'd run off after—Forest Fire—was looming over the black-furred unicorn, a fireball poised to throw, but the commotion at the door distracted her, causing her to turn. It turned out that Shade was not as incapacitated as he had seemed—taking advantage of his torturer's distraction, he surged to his hooves, cutting the ropes that bound him with shadow-energy, and slamming Forest against the wall, a forehoof clamped across her throat, cutting off the orange earth pony's breath.

At the half-crazed, murderous gleam in their normally soft-spoken comrade's eyes, most of the CosmiColts pulled up short. But the dark specter in front of them was familiar to Rock Solid: this was the Shade he'd first met almost a year and a half before. As justified as the dark colt's anger may have been, the earth pony knew better than most the fine line his best friend walked every day.

Surging forward, he grabbed Shade form behind, pulling him off of Forest Fire and pinning the unicorn. Over the struggling colt's shoulder, Rock watched Snowstorm pin the fire-wielder's hooves in ice, but he didn't pay them much attention.

Ignoring the fiery lances of pain from his numerous burns, the brown-coated colt kept a tight hold on his friend as Shade fought desperately, mindlessly. "Shade—Utter Darkness—Stop! This isn't you—you don't have to be this: you're better than this!" Shade shoved back against the larger colt and Rock grunted in pain, but didn't lose his grip. "Darkness, remember what you decided after we met: why you chose the name 'Shade'." The earth pony sensed the struggling subsiding and pressed on. "You told me that _Shade_ is the good side of darkness—protection from heat, from sun—you chose to be a protector, a _hero_. You_ chose_ not to be a villain!"

As Rock's voice gained strength, Shade's struggles seemed to lose it, until, at the very end of his speech, the leader of the CosmiColts felt his best friend go limp. He relaxed his grip, letting Shade sink to his knees. He hated seeing his friend like this—almost broken with the realization of what he'd early done, scared of who he'd almost become—but still, it was preferable to losing him to his own inner demons.

The others who, after securing Forest Fire, had stood still, not even pretending not to watch, glanced at each other awkwardly. They obviously were trying to avoid taking a step back, but were desperate to be somewhere, _any_where else. Final, Herbal Remedy took a few steps forward, kneeling by the two colts and put a wing around Shade. As if her simple gesture had been a signal, the others stepped forward, laying a hoof on their teammate's shuddering shoulders, silently communicating acceptance, forgiveness, and solidarity. Perhaps, Rock Solid reflected, _this_ was what Shade had needed all along.

* * *

_Once again, Owlowicious pecked at Twilight's hoof to get her to stop when he felt she'd stayed up late enough. Like the two times before, the alicorn dried the ink and hid the parchment before tip-toeing out of the library and heading for bed._

*Almost done. This is going to be his best birthday _ever_!*

**So, yeah. Things were looking up...for a bit at least. Well, anyway: if you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


	5. 4 Stand and Fight

**Hello, ModernDayBard here! You can probably tell by now, but still: most of this fic was the actual CosmiColts story that Twilight's adapting, so it featured more oc's than show characters, but I hope you liked it anyway! Of course, I don't own MLP or its associated characters; just my OC's and plot idea.**

_Yet again, Twilight Sparkle, the Princess of Friendship sneaked into the library of her new castle with just her pet owl for company. Spike's birthday was only a few days away now, and she was almost finished transcribing his favorite comic book. Knowing time was short, the lavender-furred alicorn levitated the pages from where she stored them, then dipped a quill in her ink. She scanned the page to find where she was, and then concentrated to recall what happened next. As she was drawn into the now-familiar world of the story, she began to write, words coming fast and hard once again._

* * *

Forest Fire's throat still burned like the flames that flowed through her blood, but she managed a smirk for the six would-be heroes looming over her. For a brief moment, she considered using her fire powers to melt the ice that bound her hooves. Ultimately, however, the orange earth pony decided that the few minutes such an enterprise would take would be a few to long, given that the captives-turned-captors would likely jump on any sign of an escape attempt.

The expectant pause suggested that they were waiting for _her_ to speak, so the subdued villain decided to unsettle them as much as she possibly should. Perhaps such a strategy could even create an opportunity for her to escape or attack. Making a show of taking in the burns, bruises, lacerations, and other injuries, Fire laughed as heartily as she could manage. "Oh, don't you all look quite the worse for wear?" She laughed again, then abruptly grew serious, her dark red eyes locking onto Rock Solid's deep green ones. "You really should have just let _him_ kill me." On 'him', the captive switched her attention to Shade, waiting for the dark unicorn to look away in shame or guilt.

Before the stand-off reached a definite conclusion, Snowstorm's dry deadpan commanded Fire's attention. "Well, that's a bit masochistic, especially for someone as committed to self-preservation as you. Care to elaborate?"

"Oh, I'd _love_ to," the flame-wielder replied in a mock-sweet tone, glaring at Snow. Besides operating on opposite sides of the law, the two mares got along as well as…well, about as well as fire and ice. "It's simple, really. Even _I_ obviously can't fight all six of you at once when you all work together. But take even one away—turn him into a villain, for instance—and you all fall apart."

Fire had begun to sneer at Shade again, but Rock stepped between them. "You aren't working with the other Elementals anymore—are you?"

"Obviously _not_. Do you honestly think that those lunkheads could pull off incapacitating and capturing even _you_? No. No, I've moved up into the big leagues."

As intended, this answer both frustrated the CosmiColts' leader and piqued his curiosity. Leaning into the orange mare's face, he demanded, "Who counts as the 'big leagues'?"

"And what makes you think that I'd sell out my partner?"

At that, Snow snorted derisively. "The fact that we're even _hav_ing this conversation doesn't speak highly of your loyalty."

For a moment, the villain held her rival's gaze, both mares' faces frozen in blank, expressionless masks, until Fire turned back to the brown-furred stallion. "Ok, I'll grant that point."

"Who is your partner?" Beneath the soot and burns, Rock Solid's expression betrayed his frustration and impatience. The captive mare treated him to anther infuriating smirk.

"Why, I was almost certain you've met him, and looking around, I can see that he made quite the…_impact_." The earth-powered earth-pony growled deep in his throat, but before he could speak, Forest Fire continued. "If it's a name you're after, I'm afraid I can't help you there—he never mentions it. As far as weaknesses: to the best of my knowledge, he doesn't have any."

"Everyone's got a weakness, even…even Copycat!"

The flame-wielder blinked her deep red eyes in partial surprise. "Oh, he'd hate _that_ nickname. He prefers 'Blademaster', if you _must_ call him something." She took a moment to glance at the smallest colt in the group—the one who'd spoken. "My word," she observed in a sharp, dry voice. "You finally let 'little brother' out of the lab. Do you have a curfew you have to get him back by so that he doesn't get in trouble with Mommy?"

To her surprise, Jinx had a ready reply. "I stay in the lab so that I don't overwhelm the common criminal element with my brilliance. _You're_ the ones who dragged me out of the base and into this mess. You might not be glad that you did."

"Not bad," Fire admitted. "You guys should let him out more often. Or at least let him coach you on taunts and threats. Kid's got a gift."

Forest Fire's smirking confidence was abruptly shattered when the CosmiColts' previously silent telepath pertly reported: "Got it! The nerve center is the main room of the hall two floors up." Tele-pony smiled sweetly at their fuming prisoner. "Thank your for your cooperation."

The orange mare cursed inwardly that she hadn't realized their tactic of distraction from the start, but it was far too late, now.

Blademaster stood with his back to the door, dispassionately observing the screens that showed the feedback form the security cameras, intently studying the drama as it played out.

No, the 'escape and uprising' had not rattled the black-furred, red-maned unicorn, nor did it even surprise him. If anything, the six young 'heroes' had taken longer to regroup than he'd expected them to, but at least they were on their way, making haste towards their doom.

True, once he'd finished absorbing their powers (about an hour before), he could've gone down to their cells and killed them one-by-one, but he couldn't deny that his dramatic flair, as well as his sadistic side, was looking forward to the despair the young ponies would feel as they fell in battle, realizing that all along they'd played into his master plan.

"Run faster, little heroes," Blademaster rasped, grinning wickedly. "Run faster."

As the CosmiColts picked up speed, Snowstorm concentrated, attempting to calm her mind and prepare herself to unleash her power on their foe. Rock Solid's plan was simple, and it relied on striking hard and fast, without giving Blademaster the chance to speak, taunt, or otherwise attack.

Tele-pony was in front, guiding them with the directions she'd stolen from Forest Fire's mind. Snow had to smile as she remembered encasing her rival entirely in ice, but there was no time to dwell on happy memories. For now, they were bursting through the nerve center's door, and the silver pegasus decided to open the floor, releasing a veritable blizzard targeting he lone figure in the room, screaming: "I'll show you _'Ice Queen'_!"

Snow, Rock, and Shade had released their strongest elemental attacks more-or-less simultaneously. Meanwhile, Tele-pony had hoisted the heaviest object her telekinesis could handle and hurled it at their tormentor. Herbal Remedy and Jinx blocked the only door, as instructed, praying that it would not come down to them, as without their respective potions, talismans, scrolls, and amulets, or magi-tech, they felt far from combat-ready.

If the CosmiColts had hoped for a quick and immediate victory, they were disappointed.

Blademaster turned, stretching out a hoof. When he made contact with the tri-elemental blast, all three attacks crumbled with a familiar shock—Rock, Shade, and Snow all recognized the sensation of their techie's jinx.

_*If he's learned or somehow acquired J's jinx, I don't know if we can beat him using our powers. We've got to try something else!*_

Unfortunately, the lavender-furred unicorn's telekinesis was not the 'something else' that they could rely on. In a moment, their target had opened a portal of shadows in front of him, swallowing the first object Tele-pony had thrown. Even worse, the telepath had already launched another heavy computer bank. Before she could let it drop, Blademaster had seized it with his own stolen telekinesis, flinging it casually to one side.

Snow saw it coming towards her and tried to dodge and throw up an ice-shield at the same time, but it was too little, too late. The heavy machinery crashed into her, pinning the ice-powered mare to the ground and rendering her temporarily unconscious.

Rock Solid once more found himself torn—as the CosmiColts leader, he needed to call shots and strategies; as himself, he was desperate to run to Snowstorm's aid, to protect and help her. Growling under his breath, the brown-furred stallion called out via the psychic link he'd had Tele-pony establish before the fight: _*Powers won't work—switch to physical combat as you are able!*_ Then he turned towards where his pegasus friend had disappeared, only to see Herbal Remedy already attempting to pull her twin sister free. Realizing that their medic was the best pony to tend to their injured teammate, Rock reluctantly returned to the battle.

The earth elementalist was stopped in his tracks by a splitting headache and a rough attempt at telepathic communication. _*Worried about your fillyfriend?* _ a harsh voiced laughed in his head as Rock stood still, trying to push himself forward, watching Shade and Tele-pony attempting to engage the dark stallion in physical combat. _*You should pay more attention!*_

The dreadful pressure halted abruptly, and the brown-furred earth pony stumbled forward a few steps, before pulling himself up and taking in the scene. The fight wasn't going well—it seemed that, in addition to absorbing their powers, Blademaster could learn and mimic their fighting styles. Even worse, the unicorn stallion didn't have to hold himself back from using his stolen powers to capitalize on their respective weaknesses.

They did their best to cover for each other and compensate, but the dark mastermind was also doing his best to split them apart, force them away from each other. Tele-pony had been edged away from the two colts, and was being subjected to a barrage of elemental attacks. Rock Solid was closer than his friend, and fought his way over, doing his best to shield the younger mare.

Blademaster obviously cared little for this display of protective care and leadership, choosing to take this opportunity to once more use the borrowed fire powers to take the earth-powered earth-pony out of the fight.

Shade yelled in frustration. He'd tried—he'd _tried_—to come to the aid of his best friend, but, while his shadow-attack did last long enough to distract the other black-furred unicorn from finishing off the CosmiColts' leader, he was too late to stop the attack from knocking Rock unconscious.

Shade knelt over Rock, wincing as he took in the horrendous burns now covering most of their leader's body. Tele-pony's yelp of fear brought his attention back to the battle just in time to erect a barrier of shadows that blocked and ice blast which would've impaled the three of them.

Blademaster then changed tactics, using his stolen jinx to dissipate the dark shield, but Shade was ready for him. The younger unicorn blocked the first jab, ducked under the next hook, and retaliated with an uppercut as he stood back upright. The red-maned villain staggered back, temporarily stunned, and Tele-pony surged to her hooves, face set.

"I've got him frozen for now, but I don't know how long how I can hold him before the jinx activates. Get Rock back to Remedy, then get back here and help me. Go!"

Knowing he had seconds—possibly less—to get his friend and leader to safety, Shade sprang into action, adrenaline allowing him to lift the older, larger colt with his magic and half-levitate, half-drag the unconscious elementalist back to Herbal Remedy, who'd just extricated an also-unconscious Snowstorm.

"Help him," the black-furred unicorn gasped. "I've got to go back and back up Tel."

The tan pegasus's panicked expression made him hesitate. "Shade, I-I don't have any herbs—any of my tools! What can I do? I-I can't help either of them!"

The herbalist felt the panic clawing at her throat when Shade laid a hoof on her shoulder. "Remedy, you _can_."

"No! Not that: I can't control it!"

"Yes, you can. Because now you have to. Your friends need you, so you'll come through." Herbal Remedy stood frozen as Shade turned and ran back to help the telepath, who'd lost her hold on the villain.

The pegasus mare looked down at her two injured teammates, trying desperately to calm down. She turned her focus inward, trying to force the seething mass of energy to take the form of a healing construct. But once more, she felt herself, her identity, her _essence_ dissolving slowly, and the old fear began to surface.

_*__**NO!**__*_

Remedy redoubled her efforts, feeling her friends' trust in her as an almost-physical weight. She was suddenly aware of strains of music, snippets of a half-remembered song, floating by. The song had been written from the perspective of a father wishing he could take the place of his young, sick colt. The herbalist had always felt the sentiment resonate with her…

Yes, that was who she was—a healer, a protector! All at once, the seething energy ceased to struggle against her and began to work with her, bending to her will and taking the form she desired.

When the CosmiColts' medic felt certain that the construct was ready, she released her hold on the energy and let it flow into her friends. She reserved most of the power for the two at her hooves, but also allowing the remainder to enter the other three, healing minor injuries and replenishing spent energy.

Rock Solid and Snowstorm scrambled to their hooves, looking more-or-less disoriented until Tele-pony brought them back into the Psychic link and filled them in. Herbal Remedy joined them as they e-entered the battle, grin widening as the young pegasus realized she now knew exactly how to control her previously mysterious powers.

Tele-pony had felt the surge of well-being from the healing, but couldn't let herself wonder at or celebrate it, as she had to focus on maintaining a constant psychic barrage. It couldn't freeze, or truly harm their opponent, but it did keep him off-balance enough to allow Shade to hold his own—if only barely.

The lavender unicorn was momentarily taken aback when the two of them were joined by Rock, Snow, even Remedy. The unexpected arrival of their allies helped shift the battle to more even terms—or as even as you can call 5-on-1.

But the frustrating fact remained that, though Blademaster could not overpower them, neither could they defeat them, even with the five of them working more like a team than they had since Rock Solid had first united them as the CosmiColts.

Tele-pony, as the center of the psychic link, was in the best position to notice this new unity, but as she was the rearguard, she could tell that fight wasn't going exactly…_well_. Moreover, as her attacks had her in constant contact with their foe's mind, she was able to sense that he felt no fear, no surprise, no worry—only confidence and arrogance.

The telepath sensed a shift in their target's focus. The dark stallion had noticed Herbal Remedy's control mechanism for her previously uncontrollable power—singing.

"From herbalist to bard, eh?" His harsh voice cut above the clamor, and light began to coalesce around him.

_*No—Oh, __NO__!* _Minerva realized the truth with a growing sense of panic. _*He's already absorbed her powers, and __now__ he knows how to use them!*_

Her panicked realization was cut off as a discordant cacophony ripped through the room, along with the accompanying rush of energy that focused on the six young heroes, driving them to their knees, and one by one they collapsed, unconscious.

The youngest CosmiColt had been driven to his knees, but finally, his jinx kicked in, allowing the relentless attack to roll over him. Gasping for breath, the grey-furred colt glanced around at his friends.

What he saw chilled him to the bone.

Blademaster strode through their fallen forms, deliberately stepping on Rock's outstretched hoof with a sickening _crack_. The imposing figure did not break stride, a dark aura forming around his horn as he used his magic to seize a dirk-like weapon.

As the dark unicorn brought it close to his face, he noticed Jinx—still on his knees, exhausted, but very much alert—glaring at him from behind cracked glasses. Blademaster treated him to a cold carnivore's smile. "Of course: the jinx—right? Handy little trick, isn't it? Guess that means that at least one of you will find out why I chose the name 'Blademaster'." With that threatening invitation, he used part of his magic to hold the blade and another part to seize the nearest head—Shade's—by the forelock.

Protective rage and fear surged through Jinx and, unarmed as he was, the young colt charged their tormentor. The techie may not have seemed an imposing figure, but galloping at full speed had built up enough momentum to cannon into Blademaster with enough force to make him drop his weapon and intended victim. The falling dagger cut a gash across Shade's face, but the injury was not life-threatening.

The black-furred fiend seized Jinx by the throat, standing as he tried to struggle with the smaller figure. Jinx gasped and chocked, his hooves barely scraping the floor, but through the pain and lack of oxygen, the silver-maned techie managed a crooked grin.

Blademaster narrowed his steel-grey eyes, magical grip tightening as he demanded, "Why are you smiling like an _idiot_?"

J felt the mad-pony's spittle spray across his face and could feel himself blacking out from lack of air, but he kept up his maddening grin as he choked out: "You absorbed—our powers—that's _your_—power.—But the jinx—destroys constructs—of power."

The hard-lit eyes widened, but the villain was too late to drop the too-tempting bait. J reached out a hoof, making contact with Blademaster's head, figuring that was the best way to jump-start the jinx (and the opportunity to punch their tormentor in the face was an added bonus).

For a frightening half-second, nothing happened. Then, thee jinx activated, blowing the two embattled figures away from each other in an almighty wave of energy.

* * *

_As before, Owlowicious pecked at Twilight's hoof to get her to stop when he felt she'd stayed up late enough, but it took more effort to get her to put the quill down._

"_I only have a few scenes left!" She protested. "Just the epilogue!"_

"_Whoo!" The nocturnal bird proved immovable on this point, and the Princess of Friendship was forced to cave, reminding herself she still had two days to finish the project before the little dragon's big celebration._

_Like before, the alicorn dried the ink and hid the parchment before tip-toeing out of the library and heading for bed._

*I'm practically done…I just hope he likes it.*

**So, yeah. Just a scene or two, plus the birthday left. Yes, I said this was a four-chapter fic, but I don't count prologues/epilogues, so I didn't lie! Well, anyway: if you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


	6. Epilogue

**Hello, ModernDayBard here! Time to finish up this story for good! Let's get to the epilogue and birthday party! Of course, I don't own MLP or its associated characters; just my OC's and plot idea.**

Twilight was frantic as she dashed into the library. Owlowicious was hard-put to keep up with the galloping aliicorn as she made straight for the little nook that had become her 'writing area' in the past few weeks.

"I can't _believe _it!" The Princess of Friendship mumbled in an extremely not-calm tone. "Of _course_ there had to be a disaster this week, with no one but us available to fix it! Spike's birthday it tomorrow—well, in a few hours, actually—and I haven't finished writing the story, much less binding and wrapping it!"

"Whoo!"

"You're right, Owlowicious. I _can_ get this done. I have to: for Spike."

With that determination now in place, she retrieved her precious papers from their hiding place, found the spot she'd left off, and took a moment to picture the epilogue of that particular CosmiColts volume. Once certain she knew what to write, she levitated the quill over the parchment and began the final moments of the story.

* * *

Days later, the battle-weary team had reassembled at their base. Injuries were beginning to heal, especially with Herbal Remedy's expert care, and spent energy was being gradually replenished, but the sense of well-being was not all-pervasive. They _had_ survived, but was that really enough to count the debacle as a true victory?

Rock Solid felt that his leadership had been weakened, Snowstorm knew that her emotions had proved dangerous, Shade was ashamed that his villainous tendencies had been revealed, Herbal Remedy and Tele-pony had each let the other CosmiColts down in their own ways, and Jinx…

"I tied him up! He was unconscious, so I tied him up, got you guys out of there, went back for him—and he was gone, just _gone_!"

Shade, the only other occupant of the magi-tech lab, glanced at the distraught colt, clearing his throat awkwardly. "Look, J: you fought him. You'd never been battle-trained, never been in the field, but you faced him down and figured out how to beat him. You saved us all, and we even have Forest Fire locked up now. So what if Blademaster got away? You beat him."

The grey earth pony looked up at his teammate, worried blue eyes taking in the still-healing scar made in those final, desperate moments. "For how long, though?"

There was no answer forthcoming.

Elsewhere in the dark underworld off the city, once-keen grey eyes grew mad with desired vengeance.

"This is far from over, _little heroes._"

* * *

Spike's birthday party had come and gone without a present from Twilight. At first, the little purple-and-green dragon hadn't been surprised: after last year, he'd thought his friends wouldn't dare risk any gifts out of fear of triggering his Dragon's Greed.

But then Fluttershy, Applejack, Rainbow Dash, Rarity, and, of course, Pinkie Pie had all surprised him with a party. Even more of his friends from Ponyville had come—some with gifts, some without—and he'd had a wonderful time. Sometime as the guests were filing back to their respective homes and Pinkie Pie had commenced organizing the clean-up (that delegation had worried Spike at first, but it turned out the hyperactive earth pony was just as good at tearing down parties as she was a setting them up if she put her mind to it), the 'number one assistant' realized that Twilight hadn't given him anything.

After last year, the little dragon didn't dare ask. Besides, he'd complained for a while about the fact that it was only ever a book. But for the first time, he missed that tradition. Townsponies being too afraid to trust him, he understood, but did Twilight—_his_ Twilight—fear a relapse as well?

The sad thought having distracted him from his happy day, Spike trudged up the stairs in search of the alicorn, whom he realized he hadn't seen for a few hours, if only to apologize for last year. "Twilight?" he called out, uncertainly.

Suddenly, the very pony he'd been searching for appeared in the hall in front of him, having just dashed out form one of the rooms. In the back of his mind, Spike noticed Owlowicious perched nearby, watching, but most of his attention was focused on the Princess in front of him. She didn't seem to have slept, and she seemed a bit—for lack of a better word—rumpled.

"I'm sorry, spike," she said in a clam, even tone. "I've been coming up here every few hours to check on your present, to see if the binding had set yet so that I could wrap it. I know it's a bit late, but, well, here it is." With that somewhat-confusing intro, she levitated a package to him, which the little dragon tore into.

He stared in slight confusion at the object in the parcel. As per tradition it was a book, but the all-too familiar title didn't belong on a 'real book'. "_CosmiColts Volume 3_?" he muttered questioningly, before opening to the first page.

"I-I tried to find it, to replace your copy," Twilight began babbling. "I know it was your favorite. B-but wherever I went, nopony had one—I couldn't believe it! T-Then I realized that you'd read it to me, or had me read it to you so many times I had it memorized, and that gave me an idea. I know it's not exactly like the original, since I can't draw, b-but it's the same story. I-I know you were getting tired of books, but I thought—I thought—"

Her nervous ramblings were abruptly cut off as the little dragon surged to his claws and hugged her tightly. "Twi, it's _amazing_! It's the best birthday present you—or anypony else—has ever given me!"

With grateful tears stinging the corners of her indigo eyes, the Princess of Friendship returned her 'number one assistant's' hug.

**So, yeah. Here we are at the end. Thank you to all of those who gave this story a chance and came with me on this four-week little side trip into the world of MLP: FiM. Well, anyway: if you like it, or see something I can fix, don't hesitate to leave a review letting me know!**


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